U.S. SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                         FORM 10-KSB

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES
                    EXCHANGE ACT OF 1934
          For the fiscal year ended April 30, 2002
                             OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]
      For the transition period from _______________ to
                       _______________

                 Commission File No. 0-9848

                        Initio, Inc.
       (Name of small business issuer in its charter)

                Nevada                        22-1906744
   (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)         Identification No.)
     10 Henry Street, Teterboro, NJ             07608
  (Address of principal executive offices)    (Zip Code)

 Issuer's telephone number, including area code: (201) 462-9000

 Securities registered pursuant to Section 12(b) of the Act: None

 Securities registered pursuant to Section 12(g) of the Act:
                Common Shares, $.01 par value

                      (Title of Class)

  Check whether the issuer (1) filed all reports required to
be  filed by Section 13 or 15(d) of the Exchange Act of 1934
during  the preceding 12 months  (or for such shorter period
that the registrant was required to file such reports),  and
(2) has been subject to the filing requirements for the past
90 days.
             Yes X    No _____
  Check  if  there is no disclosure of delinquent filers  in
response to Item 405 of Regulation S-B in this form, and  no
disclosure  will  be contained, to the best of  registrant's
knowledge,  in  definitive proxy or  information  statements
incorporated by reference in Part III of this Form 10-KSB or
any amendment to this Form 10-KSB.  [  ]

  State  Issuer's  Net Revenues for its most  recent  fiscal
year: $171,161.

  State the aggregate market value of the voting stock  held
by non-affiliates of the registrant:  $1,794,523 (based upon
the  average bid and asked price of the registrant's  Common
Shares, $.01 par value, as of July 24, 2002).

  State  the  number of shares outstanding of  each  of  the
issuer's  classes  of  common  equity,  as  of  the   latest
practicable date.

Common Shares, $.01 Par Value               5,526,004
       (Title of Class)          (No. of Shares Outstanding
                                       at July 26, 2002)

         DOCUMENTS INCORPORATED BY REFERENCE:  None
Transitional Small Business Disclosure Form (check one):
                         Yes___    No   X

                                  PART I

Item 1. Description of Business.

General Development of Business

Initio, Inc. (the "Company") was incorporated under the laws  of  the
State  of Delaware in 1968 and became a publicly-owned corporation in 1970.
Effective  as  of  February  1,  1994, the Company  changed  its  State  of
incorporation from Delaware to Nevada.  The Company's principal offices are
located at 10 Henry Street, Teterboro, NJ 07608 and its telephone number is
(201) 462-9000.

The  Company, via its Initio Acquisition Corp. subsidiary, was  principally
engaged  in the mail order and e-commerce retail sale of consumer  products
through  its Deerskin and Joan Cook catalogs and to a lesser extent through
media  advertising. In April, 1999, the Company entered into  an  agreement
with America's Shopping Mall, Inc. to sell substantially all of the assets
of  its  mail  order and e-commerce operation. In May 1999, the transaction
closed resulting in a pre-tax gain of approximately $2,100,000.  Since that
time,  the Company instituted a search for suitable acquisitions.  Each  of
the  Companys directors has been asked by management to assist the Company
actively in its pursuit of such acquisitions, management follows up on  the
leads and meets with various prospective targets.  This pursuit occupies  a
significant  amount  of the time of the Companys two  senior  officers  in
order to insure that the Company conducts rigorous financial and legal  due
diligence  with  respect  to  any entity in  which  it  has  a  significant
interest.

In  connection with this activity it became apparent to the Chief Executive
Officers  and other Directors of the Company that there were a  significant
number  of small but relatively profitable companies in desperate  need  of
significant structural, financial, organizational and marketing assistance.
Therefore, during the fiscal year ended April 30, 2002, the Company decided
to  offer  management  and consulting services to  small,  but  established
companies, that are at strategic inflection points in their life cycle.

It  is the intention of the Company to utilize the considerable experience,
knowledge and business contacts of its executive officers and directors  in
this connection.

The  Company  commenced offering such services in the fiscal year  ended  April
2002 (the Company generated approximately $31,000 from such activity).   In
the  current  fiscal year the Company expects to pursue this activity  more
aggressively.


Recent Developments

In  April  of  2002,  the  Company entered into an agreement  with  Pioneer
Ventures   Associates  Limited  Partnership  (Pioneer)  to  convert   its
$1,500,000  in  principal amount of Debentures to  880,000  shares  of  the
common  stock of the Company, and a Value Support Right (VSR).   Pursuant
to such VSR, Pioneer will receive a minimum of additional 120,000 shares and a
maximum  of 820,000 additional shares of the Companys common stock  on  or
before  April  29,  2004.  The value of the VSR, subject to  adjustment  as
provided  in  the  VSR, is equal to the difference between  $1.70  and  the
average last sale price of the Companys common stock (or the average  last
bid  and  asked  price for such shares with respect to any trading  day  in
which the Company does not trade) on the NASDAQ small cap market during the
last 10 consecutive trading days prior to April 29th, 2004.  This agreement
was  approved  by  the  shareholders  of  the  Company,  at  their annual
meeting held on July 8th, 2002.

America's Shopping  Mall Inc. is currently in default  of  the  payment  of
interest and the Company has taken a reserve for possible loss on this note
of  $2,000,000.   This note was secured by a lien on all of the  intangible
assets, which had previously been sold by the Company to Americas Shopping
Mall,  Inc.   The  Company  believes that the  attorneys  representing  the
Company  in connection with that transaction failed to file the lien  in  a
timely  fashion, which caused the Company to incur a substantial  delay  in
perfecting  its lien.  Such actions gave rise to a claim on behalf  of  the
Company against that law firm and its insurers for damages.  At the present
time  no complaint has been filed but the matter is in negotiation.   While
the Company has established a reserve of $2,000,000, thereby continuing  to
carry  the value of the asset at $1,000,000, this of course is an  estimate
of  what  might be realized as a result of the sale of the assets  and  the
settlement  of  this matter.  There can be no assurance that such  estimate
will prove to be accurate.

Employees.  The Company currently has 4 full-time employees.  None  of  the
Company's  employees are covered by collective bargaining agreements.   The
Company considers its employee relations to be satisfactory.


Item 2. Description of Property

The Company maintains an office at 10 Henry Street, Teterboro, NJ, where it
has  a month to month lease at $36,000 per annum and occupies approximately
6000 square feet.

The  Company owns an approximately 81,000 square foot building on 7.5 acres
of  leased land in Carson City, Nevada.  Annual rent for this land is $700.
The  lease  expires on September 30, 2037.  The Company is responsible  for
real  estate taxes on this property.  The building is presently listed  for
sale  at  $3,600,000.  There can be no assurance that when the property  is
sold the Company will in fact receive $3.6 million for the property.

The  Company considers that, in general, its physical properties  are  well
maintained,  in  good  operating condition and  adequate  for  its  present
purposes.

Item 3. Legal Proceedings

In  November  2000,  the Company learned that a default judgment  had  been
entered against Deerskin Trading Post, Inc. (now Initio Acquisition  Corp.)
On August 28th, 2001, this matter was settled for $51,000.  The Company had
established  an  estimated liability of $50,000 on our financial  statement
for the year ended April 30, 2001.

As  of July 2002, there were no other legal proceedings pending against the
Company,  nor  to  the  Company's knowledge, were any material  proceedings
against it contemplated by any governmental authority.

Item 4. Submission of Matters to a Vote of Security Holders

On July 8, 2002 the Company's Annual Meeting of Shareholders was held at
the offices of the Company. A quorum, in person or by proxy, of common
stockholders was present throughout. The following matters were voted upon:

Election of Directors - The following persons were nominated, seconded and
elected by vote of security holders, as follows:

     Name                 Number of Votes For    Votes Withheld

     Robert A. Lerman         4,708,127              14,475

The selection of Rogoff & Co. as the Company's auditors for the 2002 fiscal
year was ratified with a vote of 4,721,476 in favor, 287 opposed and 839
abstentions.

The Agreement with Pioneer Ventures Associates Limited Partnership was
approved with a vote of 3,005,919 in favor, 5,563 opposed and 1,128
abstentions.  See Item 12 for a description of the agreement with Pioneer.

                                  PART II

Item  5.  Market  for  Registrant's Common Equity and  Related  Stockholder
Matters

  (a) Market Information.  The Company's Shares are traded under the symbol
"INTO"  on Nasdaq. The following table indicates high and low bid  for  the
Companys common stock for the fiscal years ended April 30, 2002  and  2001
for  the periods indicated based upon information supplied by Nasdaq.  Such
quotations reflect inter-dealer  prices,  without
retail  mark-up,  markdown or commission and may not necessarily  represent
actual transactions:


Fiscal Year Ended                April 30, 2002       April 30, 2001
                                      Bid:                 Bid:
                                 High       Low      High         Low
  First Quarter                 $1.15     $0.75   $5.25       $2.0625
  Second Quarter                 1.09      0.85    5.0625      2.25
  Third Quarter                  1.08      0.84    2.9062      1.4375
  Fourth Quarter                 1.26      0.87    1.75        1.2812

  (b)   Number of Holders of Common Stock.  As of April 30, 2002 the number
of  record holders of the Company's Shares was approximately 454, which may
not include all individual participants in security position listings.

(c)   Dividends.   The  Company  has never paid a  cash  dividend.   Future
   dividend policy will be determined by the Board of Directors based on the
   Company's earnings, financial condition, capital requirements and  other
   existing conditions.  It is anticipated that cash dividends will not  be
   paid to the holders of shares in the foreseeable future.

(d)   Effective as of April 26, 2002, Pioneer Ventures Limited Partnership,
   pursuant to an agreement with the Company, agreed to convert Convertible
   Debentures having a aggregate principal amount of $1,500,000 in to 880,000
   unregistered shares of the Companys common stock.  The Company  entered
   into this transaction in order to cancel the debentures and therefore avoid
   having to pay interest thereon and did not receive cash payment upon the
   conversion.  The sale of the securities to Pioneer was in reliance on the
   exemption  provided by Section 4(2) of the Securities Act  of  1933,  as
   amended as a transaction not involving a public offering.  For additional
   information about this transaction, please see Item 12.

Item  6.  Management's Discussion and Analysis of Financial  Condition  and
Results of Operations follow on page 11

Item 7. Financial Statements

Financial Statements, follow on page 13.

Item  8.  Changes in and Disagreements with Accountants on  Accounting  and
Financial Disclosure

During  fiscal  years  2002 and 2001 there were no disagreements  with  the
Company's  principal  independent accountants on  accounting  or  financial
disclosure.
In  July 2001 the Company changed its auditors from Arthur Andersen LLP  to
Rogoff & Co. PC.

                                 PART III

Item  9.  Directors and Executive Officers of the Company; Compliance  with
16(a) of the Exchange Act

The  Company's Board of Directors is a classified board, with one-third  of
the  directors  being  elected each year for a term of  three  years.   The
following  table  sets  forth  certain information  with  respect  to  each
director and executive officer of the Company:

Name and Age             Positions with      Term    Served As
                         the Company         Expires Director
                                                     Since

Daniel A. DeStefano, 69  Chairman of the        2003 1969
                         Board, Director

Martin Fox, 67           President, Secretary,
                         Director               2003 1978

Dr. Paul Lerman, 61      Director               2004 1998

James J. Holzinger,* 67  Director               2004 1998

Robert Lerman,* 67       Director               2005 1998

Paul  Lerman  and  Robert Lerman are cousins and are  nominees  of  Pioneer
Venture Associates Limited Partnership.

Mr.  DeStefano  was a founder of the Company and has been Chairman  of  the
Board of the Company since 1969.

Mr.  Fox  joined the Company in 1972 and has been President of the  Company
for more than five years.

Dr. Lerman became a Director of the Company in April, 1999.  Dr. Lerman has
been   a   professor  at  the  Samuel  J.  Silberman  College  of  Business
Administration at Fairleigh Dickinson University from 1990  -  2001  and  a
Professor of Business Administration since 1970.

Mr.  Holzinger  is,  since 1996, retired.  From 1993  -  1996,  he  was  an
Executive  Vice  President in the commercial lending department  of  Summit
Bank.

Mr.  Lerman  became a Director in February, 1998. Since 1998, he  has  been
president and a Director of Pioneer Ventures Corp., which is the manager of
the  general  partner  of Pioneer Ventures Associates Limited  Partnership.
Mr. Lerman is also the President and a Director of Thermodynetics, Inc.,  a
manufacturer of heat exchangers, for more than five years.

Each officer's term expires at the annual meeting of the Board of Directors
of  the  Company, in the year specified above or when their successors  are
elected and qualified to serve in their stead.

The  Company  pays  directors, other than full time  employees,  an  annual
retainer  of  $3,000 plus $500 and out-of-pocket expenses  for  each  Board
meeting attended.

*Member of the audit committee



Compliance  with section 16(a) of the Securities Exchange Act of  1934,  as
amended, requires that the Companys directors and executive officers,  and
persons  who  own  more  than  10%  of the  Companys  common  stock  (10%
Stockholder), file with the SEC reports of ownership on Form 3 and reports
of  changes  in  ownership of the Companys common stock and  other  equity
securities  on  a  Form  4  or  Form 5.  Such executive  officers  and  10%
Stockholders  are required by SEC regulations to furnish the  Company  with
copies  of all Section 16(a) forms they file.  One such regulation requires
disclosure  by the Registration of filings, which, under the  SECs  rules,
are  not deemed to be timely.  During its review with respect to the fiscal
year  ended  April 30, 2002, the Company determined that Mr. DeStefano  did
not file a Form 4 on a timely basis.  Such report was subsequently filed.

Item 10. Executive Compensation

      The following table sets forth the cash compensation paid (or accrued
for)  by the Company to its President and Chairman of the Board.   None  of
the  executive officer's aggregate remuneration exceeded $100,000, for  the
Company's fiscal years ended April 30, 2002 and 2001:

                        SUMMARY COMPENSATION TABLE

                                   Number of    % of total
                                   Securities   options     Excerise or
Name and                           underlying   granted to  base
Principal                          options/SARS employees in price  Expiration
Position       Annual Compensation Granted      fiscal year ($/SH)  date

Martin Fox         2002        -0-     150,000*    50%       $0.91  May 14, 2012
President          2001    $36,000
                   2000   $150,000

Daniel DeStefano,  2002        -0-     150,000*    50%       $0.91  May 14, 2012
Chairman           2001    $36,000
of the Board       2000   $150,000

On March  25, 1998, the Company granted 250,000 stock options each to Mr. Fox
and  Mr.  DeStefano at an exercise price of $1.95 pursuant to the Company's
1996  Employee Stock Option Plan.  These options are all exercisable.   *In
May 2002 pursuant to the Company's Stock Option Plan, the Board granted  to
each of Mr. Fox and Mr. DeStefano options to purchase 150,000 shares at  an
exercise  price  of  $.91,  per  share, one-half  of  which  are  currently
exercisable  and the balance of which are exercisable on or  after  April 30,
2003.

The  Company does not have employment agreements with any of its  executive
officers.

The  Company has two stock option plans, the 1991 Stock Option  Plan  (1991
Plan)  and the 1996 Stock Option Plan (1996 Plan). Under both Plans options
to buy the Companys common stock have been granted to key employees and  /
or  directors of the Company, for terms ranging from five to ten years  and
which become exercisable at fixed times.


Options,  which may result in the issuance of up to 500,000 shares  of  the
Companys common stock, may be issued pursuant to the 1996 Plan.  Under
the  1996 Plan the Company may award either Incentive Stock Options or  Non
Qualified  Stock Options.  The terms for either may not exceed  ten  years,
while  vesting  is  either  20 % annually or  as  the  Companys  Board  of
Directors  provides. Exercise prices approximate the market price  for  the
Companys  stock, except that in the case of awards to holders of more  than
10  %  of  the  Companys stock the exercise is to be set by the  Companys
Board of Directors.






Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners.
The following table sets forth, as of July 15, 2002, information concerning
the only persons who are known by the Company to own beneficially more than
five  percent  of  the  outstanding Shares of the Company  and  information
concerning  ownership  of outstanding Shares by all current  directors  and
executive  officers  of  the  Company as  a  group.   Except  as  otherwise
indicated, all such persons have both sole voting and investment power over
the Shares shown as being beneficially owned by them.


Name and Address of               Amount and Nature           Percent of
Beneficial Owner               Of Beneficial Ownership           Class

Martin Fox
2500 Arrowhead Drive
Carson City, Nevada 89706           1,563,585 (1)                33.65%

Daniel A. DeStefano
2500 Arrowhead Drive
Carson City, Nevada 89706           1,065,010 (2)                 22.92%

DeStefano Children Trust
c/o John McConeghy
42 Sterling Lane
Wayne, New Jersey 07470              530,546 (3)                  11.42%

Melvyn I. Weiss
One Pennsylvania Plaza
New York, New York 10119             248,650 (4)                   5.35%

Pioneer Ventures Associates
  Limited Partnership
651 Day Hill Road
Windsor, Connecticut 06095           880,000 (5)                  18.94%

Robert Lerman
651 Day Hill Road
Windsor, Connecticut 06095           893,495 (6)                  19.23%

James J. Holzinger
7 Canterbury Way
Wayne, New Jersey 07470               10,000                Less than 1%

Dr. Paul Lerman
1000 River Road
Teaneck, New Jersey 07666              --                           --

All Executive Officers and
Directors as a Group (5 persons)   3,532,090 (7)                  76.02%


 (1) This amount includes 101,984 Shares owned by trusts for the benefit of
Mr.  Fox's  children of which Mr. Fox is a trustee and  of  which  Mr.  Fox
disclaims  beneficial ownership.  Mr. Fox has shared voting and  investment
power  over  the  Shares owned by such trusts.  This amount  also  includes
101,796 Shares owned by the Martin Fox Retirement Trust.  This amount  does
not  include  53,433 Shares owned by a trust for the benefit  of  unrelated
persons  of  which  Mr.  Fox is a trustee and of which  Mr.  Fox  disclaims
beneficial ownership. This amount also includes 325,000 shares,  which  Mr.
Fox  has  the  right  to acquire pursuant to a currently exercisable  stock
option.

(2)  This  amount  includes 172,638 Shares owned by  the  Daniel  DeStefano
Retirement  Trust.  This  amount also includes 325,000  shares,  which  Mr.
DeStefano  has  the  right to acquire pursuant to a  currently  exercisable
stock option.

(3)  Owned  by  the  DeStefano  Children  Trust  for  the  benefit  of  Mr.
DeStefano's  adult  children,  of  which  the  trustees  are  Messrs.  John
McConeghy and Fred DeStefano (Mr. Daniel A. DeStefano's brother).

(4)  This  amount  also includes 101,984 Shares owned  by  trusts  for  the
benefit of Mr. Fox's adult children of which Mr. Weiss is a trustee and  of
which  Mr.  Weiss  disclaims beneficial ownership.  Mr.  Weiss  has  shared
voting and investment power over the Shares owned by such trusts.

(5)   In   April  2002  Pioneer  Ventures  Associates  Limited  Partnership
(Pioneer),  Pioneer  converted  Convertible  Debentures  having   an
aggregate principal amount of $1,500,000 into 880,000 shares of the  common
stock  of the Company.  Pioneer also received a value support right,  which
gives  it the right to receive a minimum of 120,000 shares of the Companys
common  stock  and,  under certain circumstances, the right  to  receive  a
maximum   of   820,000  shares  of  the  Companys  common  stock.    These
transactions  were  approved by the Companys shareholders  at  the  annual
meeting.

(6)  This  amount  includes  (i) 880,000 shares held  by  Pioneer  Ventures
Associates  Limited as described in footnote (5) above: (ii)  4,400  shares
held by Robert Lerman, (iii) 3,500 shares held by Pioneer Capital Corp.,  a
corporation which Mr. Lerman is the owner of 50% of the issued  shares  of,
(iv)  5,495 shares held by the Robert A Lerman Money Pension Plan &  Trust,
and  (v)  100  shares  held  by Ellen Lerman, his  wife  which  Mr.  Lerman
disclaims beneficial ownership of.

(7)  See  footnotes  (1), (2) and (6) above.  This amount  includes  10,000
shares owned by Mr. Holzinger.

Item 12. Certain Relationships and Related Transactions

On  February  25,  1998,  the Company entered into a  Debenture  Commitment
Agreement  with  Pioneer Ventures Associates Limited Partnership  ("PVALP")
pursuant to which PVALP agreed to make certain loans to the Company  to
be  repaid  by  the  Company in accordance with the  terms  of  convertible
subordinated   debentures  (the  "Debentures").   PVALP  initially   loaned
$3,000,000  to  the  Company and the Company issued the First  Subordinated
Debenture  due May 1, 2003 (the "First Debenture").  In May 1999 $2,000,000
of this obligation was repaid.

The  terms  of the First Debenture required that the principal
stockholders  of the Company (the "Principal Stockholders"), which  include
Mr.  DeStefano  and  Mr. Fox, enter into the Voting Agreement.  The  Voting
Agreement provides that so long as there is any unpaid principal amount  or
interest  outstanding  under the Debentures or so long  as  the  conversion
shares are held by PVALP, the Principal Stockholders will vote all of their
Common  Stock  for the election of PVALP's designee as a  director  of  the
Company.   Mr. Robert Lerman, a director of the Company is PVALP's nominee,
and  the  President of Pioneer Ventures Corp., the managing member  of  the
general partner of PVALP.

The  Voting Agreement also provides that the Principal Shareholders may not
transfer  any  Common Stock to any affiliate without PVALP's prior  written
consent.  "Affiliate" is defined in the Voting Agreement as (a) any spouse,
parent,  parent-in-law,  grandparent,  grandchild,  sibling,  uncle,  aunt,
niece, nephew or first cousin of the transferor or (b) any person which the
transferor directly or indirectly controls or (c) any transfer to a  person
if  the  transferor remains a beneficial owner, as that  term  is  used  in
Section 13 (d) of the Securities Exchange Act of 1934, as amended,  of  the
transferred shares.

On  December  23,  1998, pursuant to the terms of the debenture  Commitment
Agreement,   the   Company  issued  to  Pioneer  the   Second   Convertible
Subordinated  Debenture due December 23, 2003, in the principal  amount  of
$500,000, convertible at $1.54 per share, with interest at 8% per annum.

In April 2002, the Company and PVALP entered into an agreement (the 2002
Agreement) which was approved by the Company's shareholders on
July 8th, 2002 pursuant
to which PVALP agreed to convert its remaining debentures having an
aggregate principal amount of $1,500,000 into 880,000 shares of the common
stock of the Company (the Conversion Shares).  In addition, under the
2002 Agreement PVALP received 880,000 value support rights (the Value
Support Right).  The Value Support Right provides that, subject to the
terms and conditions of the Value Support Rights certificate (the Rights
Certificate) PVALP is entitled to receive a minimum of 120,000 shares of
the Companys common stock, and may receive a maximum of 820,000 shares of
the Companys common stock.  The value of each right shall, subject to
adjustment as provided in the Rights Certificate, be equal to the
difference between $1.70 and the average last sale price for the Companys
common stock (or the average of the last bid and last ask price for such
shares with respect to any trading day on which the Companys common stock
does not trade) on the Nasdaq SmallCap market during the last 10
consecutive trading days ending on April 29, 2004. Pursuant to the 2002
Agreement, the Voting Agreement was amended.  The amended Voting Agreement
requires the Principal Stockholders to vote all of their common stock for
the election of Robert A. Lerman and Dr. Paul Lerman, a director of the
Company and a cousin of Robert Lerman, or the two nominees of PVALP 's
general partner, Venture Management Partners LLC, so long as PVALP owns
Conversion Shares that are equal to or greater than 5% of the issued and
outstanding common stock of the Company. The amended Voting Agreement also
provides that the Principal Shareholders may not transfer any of their
common stock to any affiliate without PVALP's prior written consent.

     The Principal Stockholders and certain others who in the aggregate
hold a majority of the Company's common stock were, pursuant to the 2002
Agreement, contractually obligated to vote in favor of approval of the 2002
Agreement.



Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits.  See Index of Exhibits annexed hereto.

   (b) Reports on Form 8-K

The  Company  did  not  file any Current Reports on  Form  8-K  during  the
quarterly period ended April 30, 2002.


                                SIGNATURES


  Pursuant  to  the requirements of Section 13 or 15(d) of  the  Securities
Exchange  Act  of 1934, the Registrant has duly caused this  report  to  be
signed on its behalf by the undersigned, thereunto duly authorized.

Date:  July 29, 2002     INITIO, INC.


                   /s/ Martin Fox
                   By: Martin Fox, President


Pursuant  to the requirements of the Securities Exchange Act of 1934,  this
report  has  been signed below by the following persons on  behalf  of  the
Registrant and in the capacities and on the dates indicated.


Date:  July 29, 2002     /s/ Martin Fox
                   Martin Fox,
                   President and Director


Date:  July 29, 2002     /s/ Daniel DeStefano
                   Daniel DeStefano,
                   Chairman of the Board
                   and Director


Date:  July 29, 2002     /s/ Paul Lerman
                   Dr. Paul Lerman,
                   Director


Date:  July 29, 2002     /s/ Robert A. Lerman
                   Robert A. Lerman,
                   Director


Date: July 29, 2002 /s/ James J. Holzinger
                   James J. Holzinger,
                   Director












                             INDEX OF EXHIBITS


(3)  (a)  Articles  of  Incorporation of the  Company  --  incorporated  by
reference to Exhibit 3(a) to the Companys Registration Statement  on  Form
SB-2 (File No. 33-57750) filed on February 1, 1993 (the SB-2).

 (b) By-Laws of the Company -- incorporated by reference to Exhibit 3(b) to
the SB-2.

  (c)  Certificate  of  Ownership and Merger of Initio,  Inc.,  a  Delaware
corporation  and  Initio,  Inc., a Nevada corporation  (the  "Company")  --
incorporated by reference to Exhibit 2(e) to the SB-2.

(10)  (a)  1991  Stock Option Plan, adopted by the Board  of  Directors  on
November  8,  1991  and  by  the  shareholders  on  December  20,  1991  --
incorporated   by  reference to Exhibit 10(a) to the  SB-2  (This  document
represents a  compensatory plan).

  (b)  Lease of Land under the Company's premises at 2500 Arrowhead  Drive,
Carson City, Nevada -- incorporated by reference to Exhibit No. (20)(b)  to
the Company's Annual Report on Form 10-K for the fiscal year ended February
6, 1981.

 (c) 1996 Stock Option Plan

  (d) Voting Agreement, dated as of February 25, 1998, by and between Pioneer
Ventures Associates Limited Partnership and  the  Principal Stockholders
incorporated by reference to Schedule  13D dated February 25, 1998 filed by
Martin Fox.

   (e)  Asset  Purchase  Agreement  between  Deerskin  Trading  Post,  Inc.
("Deerskin") and Americas Shopping Mall, Inc. ("ASM") dated April 21,  1999
incorporated  by reference to Exhibit 10.1 to the Company's Current  Report
on Form 8-K filed June 3, 1999.

  (f)  Security  Agreement between Deerskin and ASM,  dated  May  21,  1999
incorporated  by reference to Exhibit 10.3 to the Company's Current  Report
on Form 8-K filed June 3, 1999.

 (g) Agreement and Plan of Merger and Reorganization dated July 20, 2000 by
and among Initio, Inc., Saturn Acquisition Corp., Inculab, Inc. and Certain
Shareholders.

(h)   Agreement,  dated  as of April 26,2002, by and  between  the  company
   Pioneer  Ventures Associates Limited Partnership, Inc. incorporated by
   reference  to  Schedule 14A filed with the Securities and Exchange
   Commission on June 11, 2002.

(21) List of Subsidiaries -- incorporated by reference to Exhibit 21 to the
SB-2.



                               Initio, Inc.

Managements Discussion and Analysis of Financial Condition and the Results
of Operations

The following discussion and analysis provides information which management
believes  is  relevant to an assessment and understanding of the  Companys
results  of  operations and financial condition. The discussion  should  be
read  in  conjunction  with the Companys Financial  Statements  and  Notes
thereto.

Managements discussion and analysis contains forward looking  statements
about the Companys future prospects. These statements are subject to risks
and  uncertainties, which could cause actual results to  differ  materially
from  those expected by Management. Readers are therefore cautioned not  to
rely  upon  on  any  such forward-looking beliefs or  judgments  in  making
investment decisions.

Results of Operations
In fiscal year 2002 revenues decreased to $171,161 from $652,163.  This
decrease was principally the result of the decrease in interest and
dividends of $263,000 and the absence of a breakup fee of $350,000, which
was received in the prior fiscal year.  This was partially offset by
realized gains on marketable securities of $10,000 in the current period
versus a loss of $93,000 in the prior fiscal year.

Administrative expenses decreased to $389,531 in fiscal 2002 from $544,025
in the prior year, in part as a result of the significant reduction in
executive compensation from $72,000 in fiscal 2001 to 0 in fiscal 2002.

Interest expense decreased from $193,598 in the prior year to $125,676 in
the current year.  This was largely as a result of the conversion of the
1,500,000 convertible debenture, which resulted in a reduction of interest
expense of $60,000.

As a result of the foregoing, the loss from continuing operations before
income taxes for the current period increased to $344,046 from a loss of
$85,460 in the prior period.  After consideration of all of the factors and
circumstances the management and the audit committee provided an additional
valuation allowance of $232,815 against the deferred tax asset.

As a result of all of the foregoing, the company showed a net loss in the
current period of $576,861 versus a net loss in the prior period of
$2,105,626, which included a charge of $2,000,000 attributable to the
debentures which defaulted in 2001.


Liquidity and Financial Resources
As  of  April  30, 2002, the cash balances were approximately $555,000  and
marketable  securities valued at current market prices  were  approximately
$1,000,000.



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Stockholders of Initio, Inc.:

We  have  audited the accompanying consolidated balance sheets  of  Initio,
Inc. (a Nevada corporation) and subsidiaries as of April 30, 2002 and April
30,  2001,  and  the  related  consolidated statements  of  operations  and
comprehensive loss, changes in shareholders equity and cash flows  for  the
year  ended.   These  financial statements are the  responsibility  of  the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We  conducted  our  audits in accordance with auditing standards  generally
accepted  in the United States.  Those standards require that we  plan  and
perform  the  audit  to  obtain  reasonable assurance  as  to  whether  the
financial statements are free of material misstatement.  An audit  includes
examining, on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well  as  evaluating  the  overall financial  statement  presentation.   We
believe that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements referred to above present fairly,
in  all  material respects, the financial position of Initio,  Inc.  as  of
April  30,  2002  and April 30, 2001, and the consolidated results  of  its
operations and its cash flows for the years then ended, in conformity  with
accounting principles generally accepted in the United States.



Rogoff & Co. P.C.
New York, New York



July 29, 2002

Initio, Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the Year Ended

                                      April 30, 2002             April 30, 2001


Revenues:
  Interest and dividends                      91,619                    354,088
  Gain (loss) on the sale of
    marketable securities                     10,176                    (93,439)
    Rental Income                                  -                     38,000
    Break up fee                                   -                    350,000
    Other                                     69,366                      3,514
                                             171,161                    652,163

Expenses:
  General and Administrative                 389,531                    544,025
  Interest                                   125,676                    193,598
                                             515,207                    737,623

Loss from continuing operations
    Before income taxes                     (344,046)                   (85,460)

Income taxes                                 232,815                    439,966

Loss from continuing operations             (576,861)                  (525,426)


Loss on sale of discontinued operations,
  net of income tax benefit of $419,800            -                 (1,580,200)

Net loss                                    (576,861)                (2,105,626)

Other comprehensive income (loss):
  Unrealized gains (losses) on
  Marketable securities:
    Arising during the period               (860,929)                  (497,510)
  Reclassification of gains (losses)
    Realized in other income                   8,086                   (118,239)
                                            (852,843)                  (615,749)
 Comprehensive Loss                       (1,429,704)                (2,721,375)

The accompanying notes are an integral part of these financial statements.


Initio, Inc.
Consolidated Statements of Operations and Comprehensive Loss
For the Year Ended

                                              April 30, 2002     April 30, 2001

Loss per common share:
      Basic and diluted:
      Continuing operations                           ($0.12)           ($0.11)
      Loss from discontinued
        operations                                         -            ($0.34)
        Net Loss                                      ($0.12)           ($0.45)


Weighted average shares used in
  computing net loss per share -
  basic and diluted                                 4,658,059         4,645,744

The accompanying notes are an integral part of these financial statements.

                                                    Initio, Inc.
                                             Consolidated Balance Sheets
                                                       As at

                                        April 30, 2002           April 30, 2001

Assets

  Cash                                         554,633                  358,616
  Marketable Securities                      1,005,024                2,326,145
  Deferred tax asset                         1,003,781                1,236,596
  Vehicles and equipment, net                  113,885                   20,531
  Building held for sale                     1,493,120                1,493,120
  Convertible debenture                      1,000,000                1,000,000
  Notes receivable                             172,123                  482,561
  Other assets                                  12,620                   42,744

    Total assets                             5,355,186                6,960,313


Liabilities and Stockholders' Equity

  Liabilities:
 Accounts Payable and Accrued expenses          54,686                  171,737
  Mortgage payable                             719,786                  778,158
  Subordinated convertible debenture                 -                1,500,000
     Total liabilities                         774,472                2,449,895

  Commitments

  Stockholders' Equity
  Common stock, $.01 par value, Authorized
  10,000,000 shares, 5,933,575 and
  5,053,575 issued, respectively                59,336                   50,536
  Additional paid in capital                10,144,860                8,653,660
  Accumulated deficit                       (3,694,435)              (3,117,574)
  Accumulated other comprehensive
    income                                  (1,351,310)                (498,467)
                                             5,158,451                5,088,155

  Less: Treasury stock, 407,571
    Common shares, respectively               (577,737)                (577,737)
    Total stockholders' equity               4,580,714                4,510,418
  Total liabilities and stockholders' equity 5,355,186                6,960,313

The accompanying notes are an integral part of these financial statements.

                                      Initio, Inc.
                     Consolidated Statements of Stockholders' Equity

                                                    Additional Accumulated other
                  Issued Common   Paid in Accumulated Treasury Comprehensive
                  Shares  Stock   Capital    Deficit   Stock   Income     Total

Balance May 1, 5,052,575 50,526 8,652,670(1,011,948) 577,737  117,282 7,230,793
2000

Excerise of employee
stock options for 1,000
shares             1,000     10       990                                 1,000

Other comprehensive
loss                                                         (615,749) (615,749)

Net loss                                 (2,105,626)                 (2,105,626)

Balance        5,053,575 50,536 8,653,660(3,117,574)(577,737)(498,467)4,510,418
April 30, 2001

Issuance of shares on
conversion of
debentures       880,000  8,800 1,491,200                             1,500,000

Other comprehensive
loss                                                         (852,843) (852,843)

Net loss                                    (576,861)                  (576,861)

Balance     5,933,575 59,336 10,144,860(3,694,435)(577,737)(1,351,310)4,580,714
April 30, 2002

The accompanying notes are an integral part of these financial statements.

                                                       Initio, Inc.
                                           Consolidated Statements of Cash Flows
                                                    For the Year Ended

                                            April 30, 2002       April 30, 2001

Cash flows from Operating Activities;

  Net Loss                                       (576,861)          (2,105,626)
  Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Loss on sale of discontinued
  operations                                                         2,000,000
  (Gain) loss on sale of marketable
   securities                                     (10,176)              93,439
  Depreciation and amortization                    20,671                6,908
  Deferred tax expense                            232,815               25,166
  Net(increase) decrease in other assets           30,124              (18,273)
  Net decrease in other liabilities              (117,051)             (10,549)

Net cash used in operating activities            (420,478)              (8,935)

Cash flows from Investing Activities

  Purchases of property and equipment            (114,025)              (3,284)
  Net proceeds from Sales/(purchases)
   of marketable securities                       478,454              (97,051)
  (Increase) decrease in notes receivable         310,438              (35,720)

  Net cash provided by (used in)
  Investing activities                            674,867             (136,055)


Cash flows from Financing Activities

  Mortgage repayment                              (58,372)             (47,419)
  Net proceeds from issuance of
  common stock                                          -                1,000


Net cash used in financing activities             (58,372)             (46,419)


Net increase (decrease) in cash                   196,017             (191,409)
  Cash at beginning of period                     358,616              550,025
  Cash at end of year                             554,633              358,616

The accompanying notes are an integral part of these financial statements.

                                                Initio, Inc.
                                      Consolidated Statements of Cash Flows
                                             For the Year Ended

                                                  April 30, 2002 April 30, 2001
Supplemental disclosures:

Cash paid during the period for interest                $116,282      $184,264

Cash paid during the period for income taxe                    -       $40,500

Non-Cash Investing and Financing Activities:

Conversion of debentures for
common stock                                          $1,500,000             -
Exchange of employee stock for note
receivable                                                     -        $1,000

Decrease in fair value
of available-for-sale securities                       ($860,929)    ($497,510)

The accompanying notes are an integral part of these financial statements.

                               Initio, Inc.
Notes to the Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Nature of Business
In past years Initio, Inc., (the Company or Initio), through its wholly
owned subsidiary, Initio Acquisition Corp. (Acquisition) (formerly called
Deerskin  Trading Post, Inc. Deerskin), primarily marketed leather  goods
by  way of the Deerskin catalog and gifts and housewares through its  Joan
Cook catalog.

In  May 1999, the Company sold materially all of the assets of its Deerskin
operation. Since May 1999, the Company began the process of identifying new
business opportunities including, but not limited to, making an appropriate
acquisition.

During  the  current fiscal year the Company began selling  management  and
consulting services.

Basis of Presentation
The  consolidated financial statements include the accounts of the  Company
and  Acquisition. All material intercompany transactions and balances  have
been eliminated.

Use of Estimates
Preparing  financial statements requires management to make  estimates  and
assumptions  that  affect  the  reported amounts  of  assets,  liabilities,
revenue  and  expenses  and  consequently stockholders  equity.   Examples
include  estimates  of future revenues and expenses.   Actual  results  may
differ from these estimates.

Reclassifications
Certain   items  in  the  prior  years  financial  statements  have   been
reclassified to conform to the fiscal 2002 presentation.

Marketable Securities
The  Company  classifies its marketable securities as either available  for
sale  or  held  to  maturity  in  accordance with  Statement  of  Financial
Accounting Standards No. 115 (SFAS 115). Available for sale securities  are
presented  at their estimated fair market value, which has been  determined
based  upon  security market quotes. Realized gains and losses,  calculated
based  upon  specific identification of shares sold, are  included  in  the
determination  of  Net  Income  (Loss). Unrealized  gains  and  losses  are
included  as  a  component  of  Other Comprehensive  Income  (Loss).   Debt
securities classified as held to maturity are reported at amortized cost.


Fair Value of Financial Instruments
The  carrying amounts reported in the consolidated balance sheets for cash,
accounts payable and accrued expenses approximate their fair value  due  to
their  short-term  maturities.  The amounts presented for  the  convertible
debenture,   notes  receivable,  mortgage  payable  and  the   subordinated
convertible debenture also approximate fair value.


Fixed Assets

Fixed  assets  are  stated  at  cost net of  accumulated  depreciation  and
amortization.   Depreciation and amortization is computed by the  straight-
line method over the estimated useful life of the assets.


Long-Lived Assets
The  Companys  policy is to record long-lived assets at  cost,  amortizing
these  costs  over the expected useful lives of the related  assets.  Long-
lived  assets  are reviewed on a quarterly and annual basis for  impairment
whenever  events  or changes in circumstances indicate  that  the  carrying
amounts  of  the  assets may not be reasonable. Assets  are  evaluated  for
continuing  value and proper useful lives by comparison to expected  future
cash  flows.  Impairments  if  any,  are  recognized  in  the  consolidated
statements  of  operations and comprehensive income (loss)  in  the  period
identified.

Stock Based Compensation
The  Company  continues  to account for its stock  based  compensation  of
employees,  using the intrinsic value approach, described in  APB  No.  25.
The  impact on net income and income per share if the fair value method  of
accounting  for stock based compensation had been adopted would  have  been
negligible. Additional pro forma disclosures as required under Statement of
Financial  Accounting Standards (SFAS) No. 123, Accounting for  Stock-Based
Compensation,  are  presented within these Notes to Consolidated  Financial
Statements.

Earnings Per Common Share
Basic  Earnings  per Common Share, as well as Diluted Earnings  Per  Common
Share have been computed based upon the weighted average number of actually
outstanding shares of the Companys common stock.  A reconciliation between
the  numerators and denominators of the basic and dilutive EPS computations
for net income is as follows:



                   Year ended April 30, 2002          Year ended April 30, 2001
            ---------------------------------  --------------------------------
               Income       Shares    Per Shr    Income      Shares     Per Shr
            (Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
BASIC EPS:
Net loss from continuing
operations attributable to
common stock
              (576,861)     4,658,059  ($0.12)  (525,426)    4,645,744   ($0.11)


Net loss from
discontinued operations,
net of income tax
benefit attributable
to common stock
                      -            -       -  (1,580,200)    4,645,744   ($0.34)


                   Year ended April 30, 2002          Year ended April 30, 2001
            ---------------------------------  --------------------------------
               Income       Shares    Per Shr    Income      Shares     Per Shr
            (Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
DILUTIVE EPS:
Net loss from continuing
operations attributable
to common stock
              (576,861)     4,658,059  ($0.11)  (525,426)    4,645,744   ($0.12)

Net loss from
discontinuedoperations,
net of income tax benefit
attributable to common stock
                      -            -       -  (1,580,200)    4,645,744   ($0.34)

Options to purchase 510,000 shares of common stock out of the total number
of options outstanding as of April 30, 2002 and April 30, 2001,
respectively, were not included in the computation of diluted EPS because
of their anti-dilutive effect.

Income Taxes
Income  taxes  have been provided using the liability method. Deferred  tax
assets  and  liabilities  are determined based on differences  between  the
financial  reporting  and  tax  basis of assets  and  liabilities  and  are
measured by applying estimated tax rates and laws to taxable years in which
such  differences  are  expected  to reverse.   A  valuation  allowance  is
provided  as  it is not more likely than not that all of the  deferred  tax
asset will be utilized.

Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board issued Statement No.
141, Business Combinations and Statement No. 142, Goodwill and Other
Intangible Assets. These statements become effective to the Company on
July 1, 2001 for Statement No. 141 and August 1, 2002 for Statement No.
142. The Company has not completed any business combinations as of December
31, 2001 and management cannot currently assess what effect the future
adoption of these pronouncements will have on the Companys financial
statements.

In June 15, 2001, the Financial Accounting Standards Board also issued
Statement No. 143 Accounting For Asset Retirement Obligations and in
August 15, 2001, Statement No. 144 Accounting For Impairment and Disposal
of Long Lived Assets.

Statement No. 143 will change the accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the
associated asset retirement costs in four significant ways. First,
Statement 143 requires that the amount initially recognized for an asset
retirement obligation be measured at fair market value and not under the
current practice of using a cost-accumulation measurement approach. Second,
Statement 143 requires that the retirement obligation liability is
discounted and accretion expense is recognized using the credit-adjusted
risk-free interest rate in effect when the liability was initially
recognized.

Prior practice did not require discounting of the retirement obligation
liability and therefore no accretion was recorded in periods subsequent to
the initial recognition period. Third, under prior practice, dismantlement
and restoration costs were taken into account in determining amortization
and depreciation rates and often the recognized asset retirement obligation
was recorded as a contra-asset. Under Statement 143, recognized asset
retirement obligations are recognized as a liability. Fourth, under prior
practice, the asset retirement obligation was recognized over that useful
life of the related asset and under Statement 143 the obligation is
recognized over that useful life of the related asset and under Statement
143 the obligation is recognized when the liability is incurred. The
effective date for Statement No. 143 is for fiscal years beginning after
June 15, 2002.

Statement No. 144, changes the accounting for long lived assets to be held
and used by eliminating the requirement to allocate goodwill to long-lived
assets to be tested for impairment, by providing a probability-weighted
cash flow estimation approach to deal with situations in which alternative
courses of action to recover the carrying amount of possible future cash
flows and establishing a primary-asset approach to determine the cash
flow estimation period for a group of assets and liabilities that
represents the unit of accounting for a long-lived asset to be held and
used. Statement No. 144 changes the accounting for long-lived assets to be
disposed of other than the sale by requiring that the depreciable life of a
long lived asset to be abandoned, be revised to reflect a shortened useful
life and by requiring that an impairment loss be recognized at the date a
long-lived asset is exchanged for a similar productive asset or distributed
to owners in a spin-off if the carrying amount of the asset exceeds its
fair value. Statement No. 144 changes the accounting for long lived assets
to be disposed of by sale by requiring that discontinued operations no
longer be measured on a net realizable value basis (but at the lower of
carrying amount or fair value less costs to sell), by eliminating the
recognition of future operating losses of discontinued components before
they occur and by broadening the presentation of discontinued operations in
the income statement to include a component of an entity rather than a
segment of a business. A component of an entity comprises operations and
cash flows that can be clearly distinguished, operationally, and for
financial reporting purposes, from the rest of the entity. The effective
date for Statement No. 144 is for fiscal years beginning after December 15,
2001.

In May 2002, the Financial Accounting Standards Board issued Statement No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections. Statement No. 145 eliminates
Statement 4 (and Statement 64, as it amends Statement 4, which requires
gains and losses from the extinguishment of debt to be aggregated and, if
material, classified as an extraordinary item, net of the related income
tax effect. The criteria in APB Opinion No. 30 will now be used to classify
those gains and losses. Statement No. 145 amends FASB Statement No. 13 to
require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as sale-
leaseback transactions.

The Company expects that the adoption of the new statements will not have a
significant impact on its financial statements. It is not possible to
quantify the impact until the newly issued statements have been studied.
The Company is in the process of analyzing SFAS Statements No. 141 through
145. Management cannot currently assess what effect the adoption of these
pronouncements will have on our financial position or results of
operations.


2. Discontinued Operations
In  April  1999,  the  Company  entered into an  agreement  with  Americas
Shopping  Mall, Inc. (formerly Advance Medical Sciences, Inc.) (ASM)  for
the  sale of materially all of the assets of its Deerskin operations, which
at  April  30,  1999 were categorized as a discontinued operation.  In  May
1999,  when  the  transaction  closed, the Company  received  approximately
$552,000  in cash, a $3,400,000 convertible debenture of the purchaser  and
discharged  $2,000,000 of its subordinated convertible debentures,  thereby
reducing  the  principal balance to $1,500,000 resulting in a  gain  before
income  taxes of approximately $ 2,124,000.  In April 2001 this  debenture,
in the amount of $3,000,000 ($400,000 having been previously repaid) was in
default on the payment of interest, which default has not been cured as  of
the  present  time.   The  company has provided as  of  April  30,  2001  a
$2,000,000 uncollectible allowance (before income tax benefit) against  the
collectability  of  this  debenture, which is in default  and  may  not  be
collectible.

In  September 2001 the Company gained possession of the customer  list  and
other intangible assets of The Deerskin and Joan Cook Catalogs pursuant  to
its secured interest in connection with the defaulted loan.  The Company is
presently pursuing various alternatives to sell and or market the list in a
commercially reasonable manner in order to recover as much as  possible  of
the  $3,000,000 principal amount, which it is owed on the secured debenture
presently  in  default.   In  2002 The Company has  incurred  approximately
$56,000  in  legal  and  other  fees in connection  with  recovery  of  the
debenture.  The Company has also received approximately $31,000  in  income
from the rental of the customer list.

In  May  1999,  the  Company  sold  its Peabody,  Massachusetts  plant  for
$550,000,  resulting  in  a  gain  before  income  taxes  of  approximately
$206,000. The Company received approximately $253,000 in cash and a 15-year
note for $275,000, bearing interest at 8% per annum. The note provides for
monthly  installments of principal and interest of $2,708.  In  April  2002
this note was collected in full.


3. Marketable Securities
Marketable Securities at April 30, consist of the following:

                                2002                           2001
                        Fair Value      Cost          Fair Value      Cost

Available for sale
Securities               1,005,024 2,356,334           2,026,145 2,524,612

Held to Maturity
Securities                       -         -             300,000   300,000
                         1,005,024 2,356,334           2,326,145 2,824,612

4.  Fixed Assets
Fixed  assets are recorded at cost and depreciated, using the straight-line
method  over their estimated useful lives, which generally approximates  40
years  for buildings. Leasehold improvements are amortized over the  lesser
of their useful lives or the remaining lease terms.
                                        2002           2001
                                       ------         ------
Vehicles and equipment                161,748         59,222
Less accumulated depreciation          47,863         38,691
                                -------------    -----------
Property and equipment, net          $113,885        $20,531
                                 ============    ===========

On  May  1, 2000 the Company resolved to sell a building it owns in  Nevada
and  accordingly  has reclassified the net book value of the  building  and
improvements in the amount of $1,493,120 as building held for sale  in  the
Consolidated Balance Sheet.

5. Convertible Debenture
The  $3,400,000 convertible debenture received in connection with the  sale
of the assets of the Deerskin operations bears interest at a rate of 8% per
annum  on the last day of each July, October, January and April until  June
1,  2004,  when the convertible debenture is to be redeemed  by  ASM.  This
debenture is secured by the intangibles sold by the Company to ASM and  has
a  convertible feature, which allows for the conversion into shares of  ASM
common  stock. The terms of the conversion called for in the debenture  was
$5.50  per  share  (after  giving effect to the 1  for  30  exchanges).  In
December 1999 ASM repaid $400,000 principal amount of the debenture and the
conversion  price was adjusted to $6.00 per share.  This Debenture  was  in
default  as  of  April  30, 2001 and consequently the  Company  set  up  an
uncollectible reserve of $2,000,000.


6. Income Taxes

The provision for income taxes consist of the following:


                                        For the Years Ended April 30


                                        2002                     2001

Current Taxes - Federal                    -                  $ 5,000
Total Current Taxes                        -                  $ 5,000
                                    ========              ===========

Deferred Taxes - Federal            $232,815                $ 444,966
Total Deferred Taxes                $232,815                $ 444,966
                                    ========              ===========

Total Income Taxes                  $232,815                 $439,966
                                    ========              ===========

Deferred tax assets are comprised of the following:

                                   For the Years Ended April 30,
                                    2002                     2001

Net Operating Losses             $1,917,000            $ 1,917,000
Allowance                          (913,000)              (680,000)

Deferred tax assets              $1,004,000            $ 1,237,000
                                 ==========            ===========

At  April 30, 2002 the Company had Federal net operating loss carryforwards
of  approximately  $4,001,000.  Such losses can be utilized against  future
taxable  income and expire primarily between 2004 and 2021.  Under  section
382  of  the  Internal Revenue Code, these losses may  be  limited  due  to
ownership  changes.   The  Company has recorded a  valuation  allowance  to
reduce its net deferred tax asset to an amount that is more likely than not
to be realized in future years.

7. Mortgage
In  1995, the Company borrowed $ 1,000,000, of which approximately $720,000
was  outstanding at April 30th, 2002. The loan is secured by the  Companys
Carson  City  property, payable in monthly installments, bears interest  at
the rate of 9-1/4%, subject to adjustment in the future, and is due in 2010.
Principal payments approximate $40,000 per annum with a balloon payment  in
the final year.

8. Subordinated Convertible Debenture
In February 1998, the Company issued $ 3,000,000 principal amount of a five
year, 8 %, debenture, which was convertible, at $ 3.00 per share, into  the
Companys  common stock. In December 1998, the Company issued a  $  500,000
principal amount debenture, convertible at $ 1.54 into the Companys common
stock.  The  conversion feature of these debentures was  greater  than  the
market value at issuance. The $3,000,000 and $500,000 debentures mature  on
May  1,  2003 and December 23, 2003 respectively, with all unpaid principal
and  interest due.  Two representatives of the debenture holder  have  been
elected  to  the  Companys Board of Directors.  The  costs  of  this  debt
issuance  have been deferred and are being amortized over the term  of  the
debenture,  using the effective interest rate method. When the  transaction
described  in  Note 2 closed in May 1999, the Company repaid $2,000,000  of
the $3,000,000 debenture and the conversion price was changed to $ 2.50 per
share.

Effective  April  26,  2002 (the conversion date)  the  Company  and  the
debenture  holders  agreed to convert the $1,500,000 outstanding  principal
amount  of  the debentures into 880,000 shares of the Companys stock  (the
conversion shares).  In connection with the conversion of the debentures,
the  Company  issued a Value Support Right (VSR) to the  holders  of  the
conversion shares, such VSR to be in effect for the period April  26,  2002
through April 29, 2004 (the performance period).

The VSR requires the Company to issue additional shares of its common stock
to  the holders of the conversion shares based upon the market price of the
Companys stock during the performance period.  If the stock price  reaches
$1.75  or  higher for 5 of 8 days during the performance period,  then  the
Company shall issue 120,000 additional shares to the registered holders  of
the conversion shares.  If the stock price does not sustain itself at $1.75
or higher for 5 of 8 days by April 29, 2004, then the registered holders of
the  conversion shares shall receive additional Company shares  based  upon
the  market  price  during  the 10 trading days preceding  April  29,  2004
pursuant to the following formula:
          (880,000  shares  x  ($1.70   Market  price)(divided  by  market
          price)), subject,
          however,  to not more than 820,000 shares of the Company  or  the
          cash value
          thereof, and not less than 120,000 shares.
The  cost  of issuing these additional shares will be charged to operations
ratably  until  the  time of issuance or April 29,  2004,  whichever  comes
first.   The  effect of the issuance of these shares in the current  period
was immaterial.


9. Stockholders Equity
Stock Option Plans
The  Company has two stock option plans, the 1991 Stock Option Plan  (1991
Plan)  and  the  1996 Stock Option Plan (1996 Plan).  Under  both  Plans
options  to  buy  the  Companys common stock  have  been  granted  to  key
employees and/or directors of the Company, for terms ranging from  five  to
ten years and which become exercisable at fixed times.

Options,  which may result in the issuance of up to 500,000 shares  of  the
Companys common stock, may be issued pursuant to the 1996 Plan. Under  the
1996  Plan  the  Company may award either Incentive Stock  Options  or  Non
Qualified  Stock Options.  The terms for either may not exceed  ten  years,
while  vesting  is  either  20 % annually or  as  the  Companys  Board  of
Directors  provides. Exercise prices approximate the market price  for  the
Companys  stock, except that in the case of award to holders of more  than
10  %  of  the  Companys stock the exercise is to be set by the  Companys
Board  of  Directors. Arising from the disposal of its catalog  operations,
the  Company decided that all employees of Deerskin, who had stock  options
on  shares of Initio common stock and did not continue in the employ of the
Company shall be fully vested effective upon the closing of the transaction
between Deerskin and ASM. All such persons had one year from April 30, 1999
to exercise such options.  As of April 30, 2000 all unexercised options for
these  former employees expired.  Activity for the Plans is as follows  for
the years ended.

                                     Year Ended                Year Ended
                                   April 30th, 2002        April 30th, 2001
                                    Options     Average   Price     Options
Average Price
Outstanding at beginning of year    510,000       $1.94     511,000   $1.94
Granted
Exercised                                                    (1,000)   1.00
 Expired

Outstanding at end of year          510,000        1.94     510,000    1.94
                                   =========      ======   ========   =====

                            Options Outstanding
                            At April 30th, 2002

Exercise Price      options   expires in     exercisable
------------------- --------- -------------- ---------------
     1.25              10,000           2010        4,000
     1.95             500,000           2008      500,000
                     --------                 --------------
                      510,000                     504,000
                     ========                 ==============
As  a  result of the 1991 and 1996 Plans, had the Company adopted the  full
value  approach  to  accounting for employee stock options,  the  Companys
results of operations would have been for the years ended:

                                April 30, 2002           April 30, 2001
                              ------------------       -----------------
Net income (loss) As reported        ($576,861)            ($2,105,626)
                  Pro forma          ($674,176)            ( 2,203,277)
Income(Loss) Per Share:
Basic:               As reported         $(.12)                  ($.45)
                     Pro forma           $(.14)                  ($.47)
Diluted              As reported         $(.12)                  ($.45)
                     Pro forma           $(.14)                  ($.47)


The  foregoing disclosures have been computed using the Black Sholes option
pricing model with the following weighted average assumptions:


                                   2002           2001
                                   -------        -------
Risk free Interest Rate              5.63%          5.63%
Expected Lives                      4 year         4 year
Expected Volatility                    50%            50%
Expected Dividend Yield                 0%             0%

10. Related Party Transaction
In April 2002, a note receivable from a third party in the principal amount
of $157,590 (including accrued interest) was assigned to the two retirement
trusts  of  the  two  principal officers of the  Company  (the  Martin  Fox
Retirement  Trust and the Daniel DeStefano Retirement Trust).   Each  trust
repaid  50% of the outstanding principal balance.  In connection with  this
transaction  the  Company received $ 78,795 in cash  from  the  Martin  Fox
Retirement Trust and a note receivable from the Daniel DeStefano Retirement
Trust.   Principal  on  the note is due in full in April,  2003  and  bears
interest  at 4% per annum.  Interest on the note shall commence six  months
from the inception of the note and is due and payable at maturity.

11. Lease Agreements
The  Company  has future minimum rental payments of $24,500  (approximately
$700  per  annum) under a ground lease that expires in 2037 on  its  Nevada
facility.

The  Company leases its administrative office on a month to month basis  at
an annual rental expense of $35,000.

12. Legal Proceedings
In  November  2000  the Company learned that a default  judgment  had  been
entered  against  Deerskin  Trading Post, Inc.   The  Company  settled  the
judgment during 2002 for a payment of approximately $51,000.